[DATE]

VIA ELECTRONIC MAIL

[INDIVIDUAL]

General Counsel

[COMPANY]

[ADDRESS]

[ADDRESS]

[LOCATION], [STATE] [ZIP]

Re: Terms of Engagement

Dear [INDIVIDUAL]:

First and foremost, thank you for the opportunity to work with you and other members of the [COMPANY] (“[COMPANY]”) legal team (collectively, “[COMPANY]”) on certain project related development work and on any additional items or other transactions as appropriate (collectively, the “Work”). Naturally, as is good policy, this letter is to confirm the terms and conditions of our understanding and my agreement to the Work.

Scope of Services: When signed and returned to me, this letter shall constitute an agreement to provide representation, as deemed necessary by [COMPANY] and, upon discussion and consent, in connection with the Work.

Work Assignments: While I shall be responsible for all aspects of the representation, to the extent other lawyers or professionals with whom I am familiar may be required or involved, as your needs may indicate, we can discuss such situations and determine the best path forward at that time, if at all.

Fees and Costs: I shall invoice you for services at a rate of $____ per hour. Invoiced amounts should be paid on or before the tenth (10th) day of the month following such invoice and tendered via check at the address above (naturally, account information for purposes of wiring said funds can be provided as well). I shall make every effort to ensure that any and all Work is handled in an efficient and cost-effective manner with timely invoices as well.